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UNDERWRITING AGREEMENT

February 10, 2011

Viterra Inc.
2625 Victoria Avenue
Regina, Saskatchewan
S4T 7T9

Attention: Chief Financial Officer

Dear Sirs & Mesdames:

The undersigned, TD Securities Inc. (“TDSI”), RBC Dominion Securities Inc., HSBC Securities
(Canada) Inc., CIBC World Markets Inc., J.P. Morgan Securities Canada Inc., Morgan Stanley
Canada Limited, Scotia Capital Inc., Citigroup Global Markets Canada Inc., Merrill Lynch
Canada Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Société Générale Securities
Inc. and UBS Securities Canada Inc. (collectively the “Underwriters” and each individually, an
“Underwriter”), understand that Viterra Inc. (the “Corporation”) proposes to issue and sell to
the Underwriters $200 million aggregate principal amount of 6.406% senior unsecured notes,
Series 2011-1, due February 16, 2021 (the “Notes”) of the Corporation (the “Purchased
Securities”), to be issued pursuant to a trust indenture dated August 6, 2010 and supplement
thereto (the “Indenture”, and such supplement, the “Indenture Supplement”) between the
Corporation and BNY Trust Company of Canada.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the
Underwriters severally, and not jointly, on the basis of the principal amounts set forth in the
Schedule to this Agreement, agree to purchase from the Corporation, and by its acceptance
hereof, the Corporation agrees to sell to the Underwriters, all but not less than all of the
Purchased Securities on the Closing Date (as defined below) at a price of $100 per $100
principal amount of Notes for an aggregate purchase price for the Purchased Securities of
$200,000,000 (the “Purchase Price”).

In consideration of the Underwriters’ agreement to purchase the Purchased Securities which will
result from the acceptance by the Corporation of this offer and in consideration of the services to
be rendered by the Underwriters in connection therewith, the Corporation agrees to pay to the
Underwriters a fee of $0.75 per $100 Note (the “Underwriting Fee”). Such fee shall be due and
payable at the Closing Time (as defined below), and netted against payment for the Purchased
Securities.

DEFINITIONS

In this Agreement:

“1933 Act” means the United States Securities Act of 1933, as amended, and “Rule
144A” means Rule 144A under the 1933 Act;
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“1934 Act” means the United States Securities Exchange Act of 1934, as amended,
including the rules and regulations adopted by the SEC thereunder;

“ABB” means Viterra Ltd., formerly ABB Grain Ltd., a wholly-owned subsidiary of the
Corporation, governed by the laws of Australia;

“ABB Acquisition” means the acquisition of ABB by the Corporation completed on


September 23, 2009;

“affiliate”, “distribution”, “material change”, “material fact”, “misrepresentation”,


and “subsidiary” have the respective meanings given to them in the Securities Act
(Ontario);

“Agreement” means the agreement resulting from the acceptance by the Corporation of
the offer made by the Underwriters by this letter;

“Auditors” means the accounting firm identified in the Schedule;

“Business Day” means any day, other than a Saturday or Sunday, on which The Toronto-
Dominion Bank in the city of Toronto is open for commercial banking business during
normal banking hours;

“Canadian Securities Laws” means all applicable securities laws in each of the
Qualifying Provinces and the respective regulations and rules under such laws together
with applicable published policy statements of the Canadian Securities Regulators and
the securities regulatory authorities in the Qualifying Provinces;

“Canadian Securities Regulators” means the applicable securities commission or


securities regulatory authority in each of the Qualifying Provinces;

“Claim” has the meaning given to it in paragraph 10(b);

“Closing” means the completion of the issue and sale by the Corporation and the
purchase by the Underwriters of the Purchased Securities pursuant to this Agreement;

“Closing Date” has the meaning given to it in the Schedule;

“Closing Time” has the meaning given to it in the Schedule;

“Corporation” has the meaning given to it above;

“Corporation’s Counsel” means the law firm identified as such in the Schedule;

“Documents Incorporated by Reference” means the documents incorporated by


reference in the Prospectus as specified in the section of the Prospectus entitled
“Documents Incorporated by Reference”;

“Final Base Shelf Prospectus” means the Final Base Shelf Prospectus dated August 6,
2010 (in both the English and French languages), including the documents incorporated
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by reference therein at the applicable time and as supplemented by the Prospectus


Supplement;

“Financial Information” means the Corporation’s audited consolidated, comparative


financial statements together with the auditors’ report thereon and the notes thereto and
the management’s discussion and analysis as at and for the fiscal year ended October 31
2010;

“Governmental Entity” means any: (i) multinational, federal, provincial, territorial,


municipal, local or other governmental or public department, central bank, court,
commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any
subdivision or authority of any of the foregoing; or (iii) any quasi-governmental or
private body exercising any regulatory, expropriation or taxing authority under or for the
account of any of the above;

“Guarantees” means the guarantees of the Purchased Securities to be provided by each


of the Guarantors;

“Guarantors” means each of the subsidiaries of the Corporation that are the initial
guarantors of the Purchased Securities, each of which are set forth in the Schedule;

“Indemnified Party” has the meaning given to it in paragraph 10(b);

“Indenture” has the meaning given to it above;

“Indenture Supplement” has the meaning given to it above;

“Latest Closing Date” has the meaning given to it in the Schedule;

“Laws” means any and all applicable laws including all statutes, codes, ordinances,
decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or
ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards,
instruments, policies, guidelines, and general principles of common law and equity,
binding on or affecting the person referred to in the context in which the word is used;

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions
adopted by the Canadian Securities Regulators;

“NP 11-202” means National Policy 11-202 - Process for Prospectus Reviews in
Multiple Jurisdictions adopted by the Canadian Securities Regulators and its related
memorandum of understanding;

“Notes” has the meaning given to it above;

“notice” has the meaning given to it in paragraph 20;

“OSC” means the Ontario Securities Commission;

“Passport Receipt” means, in respect of the Final Base Shelf Prospectus or any
amendment thereto, a receipt received from the Reviewing Authority which is deemed to
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also be a receipt from each of the other Qualifying Authorities pursuant to Multilateral
Instrument 11-102 – Passport System and NP 11-202;

“Passport System” means the passport system procedures provided for under
Multilateral Instrument 11-102 – Passport System and NP 11-202 –among the Canadian
Securities Regulators;

“Principal Regulator” has the meaning given to it in the Schedule;

“Prospectus” means, collectively, the Final Base Shelf Prospectus, the Prospectus
Supplement and any Prospectus Amendment;

“Prospectus Amendment” means any amendment to the Final Base Shelf Prospectus or
the Prospectus Supplement;

“Prospectus Supplement” means the prospectus supplement to the Final Base Shelf
Prospectus (in both the English and French languages) filed with the Qualifying
Authorities in accordance with the Shelf Procedures;

“Prospectus Supplement Date” has the meaning given to it in the Schedule;

“Purchase Price” has the meaning given to it above;

“Purchased Securities” has the meaning given to it above;

“Qualified Institutional Buyers” has the meaning given to it under Rule 144A;

“Qualifying Authorities” means the Canadian Securities Regulators and the Reviewing
Authority;

“Qualifying Provinces” has the meaning given to it in the Schedule;

“Québec Counsel” means the Corporation’s counsel in respect of Québec legal matters,
as identified in the Schedule;

“Regulation D” means Regulation D under the 1933 Act;

“Regulation S” means Regulation S under the 1933 Act;

“Reviewing Authority” means the Saskatchewan Financial Services Commission,


Securities Division;

“Schedule” means the schedule attached to and forming part of this Agreement;

“SEC” means the United States Securities and Exchange Commission;

“SFSC” means the Saskatchewan Financial Services Commission, Securities Division;

"Shelf Procedures" means the rules and procedures established under National
Instrument 44-101 and National Instrument 44-102;
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“Stock Exchange” means the Toronto Stock Exchange;

“Trustee” means BNY Trust Company of Canada or such trust company as may be its
successor as the “Trustee” under the Indenture;

“Underwriter” and “Underwriters” have the respective meanings given to them above;

“Underwriters’ Counsel” has the meaning given to it in the Schedule;

“Underwriting Fee” has the meaning given to it above; and

“U.S. Counsel” means the Corporation’s counsel in respect of United States legal
matters, as identified in the Schedule.

Unless otherwise expressly provided in this Agreement, words importing only the singular
number include the plural and vice versa and words importing gender include all genders.
References to “paragraphs” and “clauses” are to the appropriate paragraph or clause of this
Agreement.

TERMS AND CONDITIONS

1. Due Diligence

Prior to the filing of the Prospectus Supplement, the Corporation shall permit the Underwriters to
participate fully in the preparation of the Prospectus Supplement and shall allow each of the
Underwriters to conduct all due diligence investigations which any of them reasonably requires
in order to fulfil their obligations as Underwriters under the Canadian Securities Laws and in
order to enable them responsibly to execute the certificate in the Prospectus Supplement required
to be executed by it. Following the filing of the Prospectus Supplement up to the later of the
Closing Date and the date of completion of the distribution of the Purchased Securities, the
Corporation shall allow each of the Underwriters to conduct any due diligence investigations
which any of them reasonably requires.

2. Sale of Purchased Securities

(a) Restrictions on Sale Outside the Qualifying Provinces

The Underwriters agree not to distribute the Purchased Securities in such manner as to
require registration of the Purchased Securities or the filing of a prospectus or any similar
document under the laws of any jurisdiction outside the Qualifying Provinces and to
distribute the Purchased Securities only in the Qualifying Provinces and in accordance
with all applicable laws. In particular, the Underwriters acknowledge that the Purchased
Securities have not been and will not be registered under the 1933 Act and may not be
offered or sold within the United States, or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S) except in accordance with Rule 144A. In this
connection, the Underwriters agree that they will not offer or sell any of the Purchased
Securities constituting a part of their allotment within the United States, except, if
applicable, for offers and sales in the United States by the U.S. affiliates of the
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Underwriters or by the Underwriters in accordance with Rule 15a-6 under the 1934 Act,
in each case in accordance with paragraph 2(c) below.

Any agreements between the Underwriters and the members of any selling group will
contain similar restrictions to those contained in this paragraph.

(b) Representations, Warranties and Covenants of the Corporation as to U.S.


Sales

The Corporation hereby represents, warrants and covenants to and with the
Underwriters that:

(i) the Corporation is a “foreign issuer” and reasonably believes that there is,
and will be at the time of the sale thereof, no “substantial U.S. market
interest” (as such terms are defined in Regulation S) with respect to the
Purchased Securities;

(ii) none of the Corporation, its affiliates or any person acting on its or their
behalf (other than the Underwriters, the U.S. affiliates of the Underwriters
or any members of any selling group formed by them, as to whom the
Corporation makes no representations) has engaged or will engage in any
directed selling efforts (within the meaning of Regulation S) or has
engaged or will engage in any form of general solicitation or general
advertising (as those terms are used in Regulation D) with respect to offers
or sales of the Purchased Securities in the United States or in any manner
involving a public offering within the meaning of Section 4(2) of the 1933
Act;

(iii) offers and sales of Purchased Securities outside the United States shall be
made solely to residents of Canada in accordance with the local laws and
customary practices and procedures of Canada in accordance with Rule
903(b)(1)(ii)(A) of Regulation S;

(iv) the Purchased Securities satisfy the requirements set forth in Rule
144A(d)(3) under the 1933 Act;

(v) so long as any Purchased Securities which have been sold in the United
States in reliance upon Rule 144A are outstanding and are “restricted
securities” within the meaning of Rule 144(a)(3) under the 1933 Act, the
Corporation shall either:

(A) avail itself of the exemption from periodic reporting requirements


pursuant to Rule 12g3-2(b) under the 1934 Act;

(B) file reports and other information with the SEC under Section 13
or 15(d) of the 1934 Act; or

(C) if it is not exempt from reporting pursuant to Rule 12g3-2(b) nor


subject to and in compliance with reporting obligations pursuant to
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Section 13 or 15(d) of the 1934 Act, then furnish to any holder of the
Purchased Securities and any prospective purchaser of the Purchased
Securities designated by such holder, upon request of such holder, the
information required to be delivered pursuant to Rule 144A(d)(4) under
the 1933 Act (so long as such requirement is necessary in order to permit
holders of the Purchased Securities to effect resales under Rule 144A);

(vi) the Corporation is not, and after giving effect to the offering of the
Purchased Securities and the application of the proceeds thereof, will not
be required to be registered as an investment company under the United
States Investment Company Act of 1940, as amended; and

(vii) except with respect to offers and sales to Qualified Institutional Buyers in
reliance upon the exemption from registration under Rule 144A, neither
the Corporation nor any of its affiliates, nor any person acting on its or
their behalf (other than the Underwriters, the U.S. affiliates of the
Underwriters, or any members of any selling group formed by them, as to
whom the Corporation makes no representation), has made or will make:
(A) any offer to sell, or any solicitation of an offer to buy, any Purchased
Securities to or for the benefit of a person in the United States, or to, or for
the account or benefit of, a U.S. person; or (B) any sale of Purchased
Securities unless, at the time the buy order was or will have been
originated, the purchaser is: (i) outside the United States; or (ii) the
Corporation, its affiliates, and any person acting on their behalf reasonably
believe that the purchaser is outside the United States and, in either case,
reasonably believes that the Purchaser is not a U.S. person.

(c) Representations and Warranties of the Underwriters as to U.S. Sales

Each of the Underwriters represents and warrants to and with the Corporation
that:

(i) it acknowledges that the Purchased Securities have not been and will not
be registered under the 1933 Act and may not be offered or sold within the
United States, or to, or for the account or benefit of, U.S. persons, except
pursuant to the exemption from the registration requirements of the 1933
Act provided by Rule 144A. It has not offered or sold, and will not offer
or sell, any of the Purchased Securities constituting part of its allotment
except in accordance with Regulation S or within the United States in
accordance with Rule 144A as provided in paragraphs 2(e) and 2(f) below.
Accordingly, neither it, its affiliates nor any persons acting on their behalf
have engaged or will engage in any directed selling efforts (within the
meaning of Regulation S) with respect to the Purchased Securities or has
made or will make (A) except with respect to offers and sales to Qualified
Institutional Buyers in reliance on the exemption from registration under
Rule 144A, any offer to sell, or solicitation of an offer to buy, any
Purchased Securities to or for the benefit of a person in the United States
or to, or for the account or benefit of, a U.S. person; or (B) any sale of
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Purchased Securities unless, at the time the buy order was or will have
been originated, the purchaser is (i) outside the United States, or (ii) the
Underwriter, its affiliates, and any person acting on their behalf reasonably
believe that the purchaser is outside the United States, and, in either case,
reasonably believes that the purchaser is not a U.S. person; and

(ii) it has not entered and will not enter into any contractual arrangement with
respect to the distribution of the Purchased Securities, except with its
affiliates, any selling group members or with the prior written consent of
the Corporation.

(d) Selling Group Members

The Underwriters shall require each selling group member to agree, for the
benefit of the Corporation, to comply with, and shall use their best efforts to
ensure that each selling group member complies with, the provisions of clauses
2(c)(i) and 2(c)(ii) as if such provisions applied to such selling group member.

(e) Covenants of the Underwriters as to U.S. Sales

Each Underwriter covenants with the Corporation that:

(i) all offers and sales of the Purchased Securities in the United States will be
effected in accordance with all applicable U.S. broker-dealer
requirements;

(ii) its U.S. affiliate selling Purchased Securities in the United States is a
Qualified Institutional Buyer within the meaning of Rule 144A;

(iii) it will not, either directly or through its U.S. affiliate, solicit offers for, or
offer to sell, the Purchased Securities in the United States by means of any
form of general solicitation or general advertising (as those terms are used
in Regulation D) or in any manner involving a public offering within the
meaning of Section 4(2) of the 1933 Act;

(iv) offers and sales of Purchased Securities outside the United States shall be
made solely to residents of Canada in accordance with the local laws and
customary practices and procedures of Canada in accordance with Rule
903(b)(1)(ii)(A) of Regulation S;

(v) it will solicit (and will cause its U.S. affiliate to solicit) offers for the
Purchased Securities in the United States only from, and will offer the
Purchased Securities only to, persons who it reasonably believes to be
Qualified Institutional Buyers in accordance with Rule 144A;

(vi) it will inform (and cause its U.S. affiliate to inform) all purchasers of the
Purchased Securities in the United States that the Purchased Securities
have not been and will not be registered under the 1933 Act and are being
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sold to them without registration under the 1933 Act in reliance on Rule
144A; and

(vii) each offeree in the United States shall be provided, prior to the time of
such offeree’s purchase of any Purchased Securities, with a copy of the
U.S. private placement offering memorandum (which shall include the
Canadian Final Base Shelf Prospectus and Prospectus Supplement) (the
“U.S. Placement Memorandum”) and no other written material will be
used in connection with the offer or sale of the Purchased Securities in the
United States. The U.S. Placement Memorandum shall be in form and
substance satisfactory to the Corporation and shall contain disclosure that
is substantially similar to the language contained in Exhibit I to this
Agreement.

(f) Underwriters’ U.S. Affiliate

Each Underwriter agrees that:

(i) it shall cause its U.S. affiliate to agree, for the benefit of the Corporation,
to the same provisions as are contained in paragraphs 2(c) and 2(e); and

(ii) at the Closing it, together with its U.S. affiliate selling Purchased
Securities in the United States, will provide a certificate, substantially in
the form of Exhibit II to this Agreement relating to the manner of the offer
and sale of the Purchased Securities in the United States; and

(iii) at least one Business Day prior to the Closing Date, it shall cause its U.S.
affiliate to provide to BNY Trust Company of Canada, as Trustee under
the Indenture, a list of all purchasers of the Purchased Securities in the
United States.

The representations, warranties, covenants and obligations of the Underwriters under this Section
2 are several and not joint or joint and several. No Underwriter will be liable for any act,
omission, default or conduct by any other Underwriter or any selling group member appointed
by any other Underwriter.

3. Delivery of Documents

(a) Deliveries on Filing

Immediately prior to the filing of the Prospectus Supplement, the Corporation


shall deliver to Underwriters’ Counsel, on behalf of each of the Underwriters:

(i) a copy of the Final Base Shelf Prospectus and the Prospectus Supplement
including all Documents Incorporated by Reference, in the English
language signed and certified as required by the Canadian Securities Laws
applicable in the Qualifying Provinces other than Québec;
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(ii) a copy of the Final Base Shelf Prospectus and the Prospectus Supplement
including all Documents Incorporated by Reference, in the French
language signed and certified as required by the Canadian Securities Laws
applicable in Québec;

(iii) a copy of any other document required to be filed by the Corporation in


compliance with the Canadian Securities Laws;

(iv) opinions of Québec Counsel addressed to the Underwriters, the


Corporation, the Underwriters’ Counsel and the Corporation’s Counsel in
form and substance satisfactory to the Underwriters, acting reasonably,
dated as of the Prospectus Supplement Date, to the effect that the French
language version of the Prospectus Supplement including all Documents
Incorporated by Reference, except for the Financial Information as to
which no opinion need be expressed, is in all material respects a complete
and accurate translation of the English language version thereof;

(v) opinions of the Auditors and/or PricewaterhouseCoopers LLP addressed to


the Underwriters, the Corporation, the Underwriters’ Counsel and the
Corporation’s Counsel dated as of the Prospectus Supplement Date, to the
effect that the French language version of the Financial Information is in
all material respects, a complete and proper translation of the English
language version thereof; and

(vi) a “long-form” comfort letter of the Auditors, dated as of the Prospectus


Supplement Date (with the requisite procedures to be completed by the
Auditors within two Business Days of the Prospectus Supplement Date),
addressed to the Underwriters and the board of directors of the
Corporation, in form and substance satisfactory to the Underwriters, acting
reasonably, with respect to certain financial and accounting information
relating to the Corporation in the Prospectus Supplement including all
Documents Incorporated by Reference, which letter shall be in addition to
the auditors’ report incorporated by reference into the Prospectus and the
auditors’ comfort letters addressed to the securities regulatory authorities
in the Qualifying Provinces.

(b) Prospectus Amendments

When the Corporation is required to prepare or prepares a Prospectus


Amendment, the Corporation shall also prepare and deliver promptly to each of
the Underwriters signed and certified copies of such Prospectus Amendment in
the English and French language along with all Documents Incorporated by
Reference which have not been previously delivered. The Corporation and the
Underwriters acknowledge that the Corporation is required by the Securities Act
(Ontario) to prepare and file a Prospectus Amendment if, at any time prior to the
completion of the distribution of the Purchased Securities, the Prospectus
Supplement (as then amended) contains a misrepresentation. Any Prospectus
Amendment shall be in form and substance satisfactory to the Underwriters acting
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reasonably. Concurrently with the delivery of any Prospectus Amendment, the


Corporation shall deliver to each of the Underwriters, with respect to such
Prospectus Amendment, documents similar to those referred to in clauses 3(a)(iii),
(iv), (v) and (vi).

(c) Representations as to the Prospectus

Filing of the Prospectus Supplement and any Prospectus Amendments with the
Canadian Securities Regulators shall constitute a representation and warranty by
the Corporation to the Underwriters that as at the date of filing:

(i) all information and statements (except information relating solely to the
Underwriters which have been provided by the Underwriters in writing
specifically for use in the Final Base Shelf Prospectus, the Prospectus
Supplement or any Prospectus Amendment) contained in the Final Base
Shelf Prospectus, the Prospectus Supplement and any Prospectus
Amendment, including all Documents Incorporated by Reference, are true
and correct and contain no misrepresentation and constitute full, true and
plain disclosure of all material facts relating to the Corporation and the
Purchased Securities;

(ii) such disclosure contains no untrue statement of a material fact, and no


material fact or information has been omitted from such disclosure (except
facts or information relating solely to the Underwriters) which is required
to be stated in such disclosure or is necessary to make the statements or
information contained in such disclosure not misleading in light of the
circumstances under which they were made; and

(iii) such documents comply fully with the requirements of the Canadian
Securities Laws.

Such deliveries shall also constitute the Corporation’s consent to the


Underwriters’ use of the Prospectus for the distribution of the Purchased
Securities in the Qualifying Provinces in compliance with the provisions of this
Agreement and the Canadian Securities Laws.

(d) Commercial Copies

The Corporation shall cause commercial copies of the Prospectus in the English
and French languages and the U.S. Placement Memorandum to be delivered to the
Underwriters without charge, in such numbers and in such cities as the
Underwriters direct. The delivery of the U.S. Placement Memorandum shall also
constitute the Corporation’s consent to the Underwriters’ use of the U.S.
Placement Memorandum in connection with offers and sales of Purchased
Securities in the United States. Such delivery shall be effected as soon as possible
and, in any event, on a date one Business Day after filing of the Prospectus
Supplement on the System for Electronic Document Analysis and Retrieval.
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(e) Notice of Completion of Distribution

After the Closing Time, the Underwriters shall:

(i) use their best efforts to complete the distribution of the Purchased
Securities as promptly as possible; and

(ii) give prompt written notice to the Corporation when, in the opinion of the
Underwriters, they have completed distribution of the Purchased
Securities including the total proceeds realized in each of the Qualifying
Provinces and any other jurisdiction.

4. Changes

(a) Material Change or Change in Material Fact During Distribution

During the period from the date of this Agreement to the later of the Closing Date
and the date of completion of distribution of the Purchased Securities under the
Prospectus Supplement, the Corporation shall promptly notify the Underwriters in
writing of:

(i) any material change (actual, anticipated, contemplated or threatened,


financial or otherwise) in the business, affairs, operations, assets, liabilities
(contingent or otherwise) or capital of the Corporation and its subsidiaries
taken as a whole;

(ii) any material fact which has arisen or been discovered and would have
been required to have been stated in the Prospectus had the fact arisen or
been discovered on, or prior to, the date of the Prospectus; and

(iii) any change in any material fact (which for the purposes of this Agreement
shall be deemed to include the disclosure of any previously undisclosed
material fact) contained in the Prospectus, including all Documents
Incorporated by Reference, which fact or change would result in a
misrepresentation in the Prospectus or which would result in the
Prospectus not complying (to the extent that such compliance is required)
with the Canadian Securities Laws or which would result in the Prospectus
containing an untrue statement of a material fact.

The Corporation shall promptly, and in any event within any applicable time
limitation, comply, to the reasonable satisfaction of the Underwriters, with all
applicable filings and other requirements under the Canadian Securities Laws as a
result of such fact or change. However, the Corporation shall not file any
Prospectus Amendment without first obtaining approval from the Underwriters,
after consultation with the Underwriters with respect to the form and content
thereof, which approval will not be unreasonably withheld. The Corporation shall
in good faith discuss with the Underwriters any fact or change in circumstances
(actual, anticipated, contemplated or threatened, financial or otherwise) which is
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of such a nature that there is reasonable doubt whether written notice need be
given under this paragraph.

(b) Change in Canadian Securities Laws

If during the period of distribution to the public of the Purchased Securities, there
shall be any change in the Canadian Securities Laws which, in the opinion of the
Underwriters, requires the filing of a Prospectus Amendment, the Corporation
shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare
and file such Prospectus Amendment with the appropriate securities regulatory
authority in each of the Qualifying Provinces where such filing is required.

(c) Change in Closing Date

If a material change or a change in a material fact occurs prior to the Closing


Date, then, subject to paragraph 9, the Closing Date shall be, unless the
Corporation and the Underwriters otherwise agree in writing, the fifth Business
Day following the later of:

(i) the date on which all applicable filings or other requirements of the
Canadian Securities Laws with respect to such material change or change
in a material fact have been complied with in all Qualifying Provinces and
any appropriate receipts from the Principal Regulator and the OSC
obtained for such filings and notice of such filings from the Corporation or
the Corporation’s Counsel have been received by the Underwriters; and

(ii) the date upon which the commercial copies of any Prospectus Amendment
have been delivered in accordance with paragraph 3(d),

however, in no event shall the Closing Date be later than the Latest Closing Date,
as applicable.

5. Services Provided by Underwriters and Underwriting Fee

The Underwriters agree to distribute the Purchased Securities in the Qualifying Provinces in
compliance with the Canadian Securities Laws. In return for their services in assisting in the
preparation of the Prospectus, in participating in and managing banking, selling or other groups
for the sale of the Purchased Securities, in distributing the Purchased Securities, both directly and
to other registered dealers as brokers, and in performing administrative work in connection with
the distribution of the Purchased Securities, the Corporation agrees to pay the Underwriting Fee
to the Underwriters. The Underwriting Fee shall be paid upon the Closing.

The Corporation acknowledges and agrees that: (i) the purchase and sale of the Purchased
Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Corporation, on the one hand, and the several Underwriters, on the other; (ii) in connection
therewith and with the process leading to such transaction each Underwriter is acting solely as a
principal and not the agent or fiduciary of the Corporation; (iii) no Underwriter has assumed an
advisory or fiduciary responsibility in favour of the Corporation with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has
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advised or is concurrently advising the Corporation on other matters) or any other obligation to
the Corporation except the obligations expressly set forth in this Agreement; and (iv) the
Corporation has consulted its own legal and financial advisors to the extent it deemed
appropriate. The Corporation agrees that it will not claim that the Underwriters, or any of them,
has rendered advisory services of any nature or respect (other than as set forth in the previous
paragraph), or owes a fiduciary or similar duty to the Corporation in connection with such
transaction or the process leading thereto.

6. Deliveries

The purchase and sale of the Purchased Securities, as the case may be, shall be completed at the
Closing Time at the place specified for Closing in the Schedule. At the Closing Time the
Corporation shall deliver to the Underwriters two definitive global notes registered in the name
of CDS&Co or its nominee for the benefit of the Underwriters representing the Purchased
Securities, duly executed and certificated in the manner contemplated by the Indenture, against
payment by the Underwriters to the Corporation of the Purchase Price less the Underwriting Fee,
by certified cheque, wire transfer or bank draft, together with a receipt signed by TDSI for such
definitive certificate.

The Corporation shall pay all fees and expenses payable to the Trustee in connection with the
preparation and certification of the Purchased Securities contemplated by this paragraph and the
fees and expenses that may be payable to the Trustee in connection with the initial or additional
transfers as may be required in the course of the distribution of the Purchased Securities.

7. Representations and Warranties of the Corporation

The Corporation represents and warrants to the Underwriters, and acknowledges that the
Underwriters are relying upon such representations and warranties in purchasing the Purchased
Securities, that:

(a) the Corporation has been duly continued and is validly existing and in good
standing under the Laws of Canada and has all requisite corporate power to
conduct its business as currently conducted and is duly qualified to transact
business and is in good standing in each jurisdiction in which the material conduct
of its business or its ownership or leasing of material property requires such
qualification;

(b) the Corporation currently has authorized share capital consisting of an unlimited
number of common shares, of which 371,685,244 are outstanding as of February
8, 2011, and no person, firm or corporation has any agreement or option or any
right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase from the Corporation of any
common shares or other securities of the Corporation except as otherwise referred
to in the Prospectus;

(c) each of the Guarantors is duly incorporated and validly existing under the laws of
its jurisdiction of incorporation and has all requisite corporate power to conduct
its business as currently conducted, and is duly qualified to transact business and
is in good standing in each jurisdiction in which the material conduct of its
– 15 –

business or its ownership or leasing of material property requires such


qualification;

(d) each of the Guarantors is a wholly-owned direct or indirect subsidiary of the


Corporation;

(e) the Purchased Securities are duly and validly authorized and, on the Closing Date,
will have been validly executed and delivered by the Corporation. When the
Purchased Securities have been authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of this Agreement, the Purchased Securities will be entitled to the
benefits of the Indenture and will be valid and binding obligations of the
Corporation, enforceable in accordance with their terms except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the rights of creditors generally and except as limited by the
application of equitable principles when equitable remedies are sought. On the
Closing Date, the Purchased Securities will conform to the description thereof
contained in the Prospectus;

(f) the form and terms of the definitive certificates representing the Purchased
Securities has been duly approved and adopted by the Corporation;

(g) each of the Indenture and the Indenture Supplement has been duly authorized by
the Corporation and, on the Closing Date, will have been validly executed and
delivered by the Corporation. When the Indenture and the Indenture Supplement
have been validly executed and delivered by the Corporation (assuming the due
authorization, execution and delivery by the Trustee), each of them will be a valid
and binding agreement of the Corporation, enforceable against the Corporation in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally and except as limited by the application of equitable principles
when equitable remedies are sought;

(h) on the Closing Date, each of the Guarantors has authorized the Guarantee that it is
providing and, on the Closing Date, each of the Guarantees will have been validly
executed and delivered by the relevant Guarantor. When the Guarantees have
been validly executed and delivered by each of the Guarantors, the Guarantees
will be valid and binding obligations of each of the Guarantors, enforceable
against each of the Guarantors in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and except
as limited by the application of equitable principles when equitable remedies are
sought;

(i) the Indenture, and the Indenture Supplement comply with the provisions of the
Canada Business Corporations Act, the Business Corporations Act (Ontario), the
Business Corporations Act (Alberta) and the Business Corporations Act (British
Columbia);
– 16 –

(j) BNY Trust Company of Canada, at its principal offices in the cities of Calgary
and Toronto, has been duly appointed as trustee under the Indenture and as
transfer agent for the Purchased Securities;

(k) no securities commission, stock exchange or comparable authority has issued any
order preventing or suspending the use or effectiveness of the Final Base Shelf
Prospectus, the Prospectus Supplement, or any Prospectus Amendment or
preventing the distribution of the Purchased Securities, in any Qualifying
Province nor instituted proceedings for that purpose and, to the knowledge of the
Corporation, no such proceedings are pending or contemplated;

(l) each of Dominion Bond Rating Service Limited, Moody’s Investor Services, Inc.
and Standard & Poor’s Rating Service has indicated that it will rate the Purchased
Securities at least “BBB (low)”, “Ba1” and “BBB-”, respectively; no such
organization has publicly announced that the Corporation is under surveillance or
review, with possible negative implications, for the rating of the Purchased
Securities or any of the Corporation’s debt securities (or that such rating
organization’s outlook has changed in a negative direction);

(m) the Corporation is eligible under the Shelf Procedures to file and to use a short
form base shelf prospectus for a distribution of Purchased Securities in each of the
Qualifying Provinces; the Final Base Shelf Prospectus has been filed with the
Qualifying Authorities; a Passport Receipt has been obtained from the Reviewing
Authority for the Final Base Shelf Prospectus; and no order suspending the
distribution of the Purchased Securities has been issued by the Qualifying
Authorities or any other regulatory authority or court, and no proceeding for that
purpose has been initiated or, to the Corporation’s knowledge, is pending or
threatened or contemplated by the Qualifying Authorities or any other regulatory
authority or court;

(n) at the time the Reviewing Authority issued a Passport Receipt in respect thereof,
the Base Shelf Prospectus conformed in all material respects with all securities
laws in each of the Qualifying Provinces and the respective rules and regulations
under such laws (including, without limitation, the Shelf Procedures), together
with all other Canadian Securities Laws;

(o) the Corporation is a reporting issuer in good standing in all of the Qualifying
Provinces and is in compliance with its continuous disclosure obligations under
Canadian Securities Laws;

(p) the Corporation (i) has designed disclosure controls and procedures to provide
reasonable assurance that material information relating to the Corporation,
including its consolidated subsidiaries, is made known to the Chief Executive
Officer and the Chief Financial Officer of the Corporation by others within those
entities, particularly during the periods in which filings are being prepared; and
(ii) has designed internal controls to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for
– 17 –

external purposes in accordance with Canadian generally accepted accounting


principles;

(q) this Agreement has been duly executed and delivered by the Corporation and
constitutes a legal, valid and binding obligation of the Corporation, enforceable
against it in accordance with its terms, subject only to: (i) any limitation under
applicable Laws relating to bankruptcy, insolvency, arrangements or other laws of
general application affecting the enforcement of creditors’ rights; and (ii) the
discretion that a court may exercise in the granting of equitable remedies such as
specific performance and injunction;

(r) except where non-compliance does not have and may not reasonably be expected
to have a material adverse effect, each of the Corporation and the Guarantors has
conducted and is conducting its business in compliance with all applicable laws,
rules and regulations of each jurisdiction in which it carries on business and
neither the Corporation nor any of its Guarantors has received any notice of any
alleged violation of any such laws, rules and regulations;

(s) the Corporation and each of the Guarantors has filed all federal, provincial, state,
local and foreign tax returns that are required to be filed or have requested
extensions thereof (except in the case in which the failure to do so would not have
a material adverse affect on the Corporation and its subsidiaries, taken as a whole)
and have paid all taxes required to be paid and any other assessment, fine or
penalty levied against the Corporation or any of the Guarantors, to the extent that
any of the foregoing is due and payable, except for any such assessment, fine or
penalty that is currently being contested in good faith;

(t) no domestic or foreign taxation authority has asserted or, to the best of the
Corporation's knowledge, threatened to assert any assessment, claim or liability
for taxes due or to become due in connection with any review or examination of
the tax returns of the Corporation or any of the Guarantors (including, without
limitation, any predecessor companies) filed for any year which would have a
material adverse effect on the Corporation and its subsidiaries, taken as a whole;

(u) each of the consolidated financial statements of the Corporation in the Documents
Incorporated by Reference, including each Document Incorporated by Reference
filed after the date hereof until the Closing Date: (i) complies or, when filed, will
comply as to form in all material respects with the Canadian Securities Laws; (ii)
has been or, when filed, will have been prepared in accordance with Canadian
generally accepted accounting principles applied on a consistent basis throughout
the periods involved (except as may be indicated in the notes thereto or, in the
case of unaudited interim financial statements, as may be permitted by applicable
Canadian Securities Laws); and (iii) fairly represents, or when filed will fairly
present, in all material respects, the consolidated financial position of the
Corporation and its subsidiaries as at the respective dates thereof and the
consolidated results of operations and cash flows for the periods indicated, except
that the unaudited interim financial statements may omit notes which are not
required in unaudited financial statements, but do contain all adjustments,
– 18 –

necessary for the fair presentation of the Corporation’s consolidated financial


position, results of operations and cash flows. As of the time they were filed, or as
subsequently amended or superseded by a filing prior to the date of this
Agreement, none of the Documents Incorporated by Reference contained any
untrue statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading;

(v) no consent, approval, order or authorization of, or declaration with any


Governmental Entity or any third party is required by or with respect to the
Corporation or any of its affiliates in connection with the execution and delivery
of this Agreement or the consummation of the transactions by the Corporation
contemplated hereby, other than the consents, approvals, or authorizations that
may be required by Canadian Securities Law;

(w) the execution and delivery of this Agreement by the Corporation, the fulfilment of
the terms of this Agreement and the consummation of the transactions
contemplated by this Agreement, and the issuance and sale by the Corporation of
the Purchased Securities pursuant to the terms of this Agreement do not and, will
not conflict with or result in a breach of: (i) any statute, rule or regulation
applicable to the Corporation including, without limitation, the Canadian
Securities Laws, the 1933 Act, and the by-laws, rules and regulations of the Stock
Exchanges, except any consent, approval, permit, authorization, order or filing
required under the Canadian Securities Laws and the by-laws, rules and
regulations of the Stock Exchanges which shall have been obtained on or before
the Closing Time; (ii) the constating documents or by-laws of the Corporation or
resolutions of the directors or shareholders of the Corporation which are in effect
at the date of this Agreement; (iii) any mortgage, note, indenture, contract,
agreement, instrument, lease or other document to which the Corporation or any
of the Guarantors is a party or by which it is bound; or (iv) any judgment, decree
or order binding the Corporation or any of the Guarantors or the property or assets
of the Corporation or any of the Guarantors;

(x) there are no reports or information that in accordance with Canadian Securities
Laws or the requirements of the Canadian Securities Regulators must be made
publicly available or filed in connection with the offering of the Purchased
Securities that have not been made publicly available as required;

(y) at the date of this Agreement, there has not occurred any material change,
financial or otherwise, in the assets, liabilities (contingent or otherwise), business,
financial condition, capital or prospects of the Corporation and its subsidiaries,
taken as a whole, since the end of the Corporation’s most recently completed
financial year (for which audited financial statements are available), which has
not been publicly disclosed; and

(z) other than as set forth in the Prospectus and the Documents Incorporated by
Reference, there are no legal or governmental proceedings pending, or to the
Corporation’s knowledge, threatened to which the Corporation or any of its
– 19 –

subsidiaries is a party and which, if determined adversely, would have a material


adverse effect on the Corporation and its subsidiaries, on a consolidated basis,
other than proceedings accurately described in all material respects in the
Prospectus or the Documents Incorporated by Reference and proceedings that
would not have a material adverse effect on the Corporation and its subsidiaries,
on a consolidated basis, or on the power or ability of the Corporation to perform
its obligations under this Agreement or to consummate the transactions
contemplated by this Agreement.

(aa) No stamp duty, registration or documentary taxes, duties or similar charges are
payable under the federal laws of Canada or the laws of the Province of
Saskatchewan in connection with the creation, issuance, sale or delivery to the
Underwriters of the Notes or the authorization, execution, delivery and
performance of the Agreement, the Indenture, the Indenture Supplement, the
guarantee of the Notes or the resale of Notes by an Underwriter.

8. Conditions

The Underwriters’ obligation to purchase the Purchased Securities at the Closing Time shall be
subject to the accuracy of the representations and warranties of the Corporation contained in this
Agreement both as of the date of this Agreement and as of the Closing Time, the performance by
the Corporation of its obligations under this Agreement and the following additional conditions:

(a) Delivery of Opinions

(i) The Underwriters shall have received at the Closing Time a legal opinion
addressed to the Underwriters and the Underwriters’ Counsel, in form and
substance satisfactory to the Underwriters, acting reasonably, dated the
Closing Date from the Corporation’s Counsel, as to the laws of Canada
and the Qualifying Provinces, which counsel in turn may rely upon the
opinions of local counsel where they deem such reliance proper as to the
laws other than those of Ontario and the laws of Canada applicable therein
and as to matters of fact, on certificates of the auditors of the Corporation,
public and stock exchange officials and officers of the Corporation, with
respect to the following matters:

(A) the due continuance and existence of the Corporation and the
Guarantors under the laws of its jurisdiction of incorporation;

(B) the authorized capital of the Corporation;

(C) that the Corporation has all requisite corporate power under the
laws of its jurisdiction of incorporation to carry on its businesses
and own its properties as described in the Prospectus, to issue the
Purchased Securities and to carry out the transactions contemplated
by this Agreement and the Prospectus;

(D) that all necessary corporate action has been taken by the
Corporation to authorize the execution and delivery by the
– 20 –

Corporation of each of this Agreement, and the Prospectus and the


filing of such documents as required under the Canadian Securities
Laws in each of the Qualifying Provinces;

(E) that the attributes of the Purchased Securities conform in all


material respects with the description of the Purchased Securities
in the Prospectus;

(F) that the execution and delivery of this Agreement, the Indenture
and the Indenture Supplement by the Corporation, the fulfilment of
the terms of this Agreement by the Corporation and the
consummation of the transactions contemplated by this Agreement
by the Corporation and the issue and sale by the Corporation of the
Purchased Securities in accordance with the terms of this
Agreement do not result in a breach (whether after notice or lapse
of time or both) of any of the terms, conditions or provisions of the
constating documents of the Corporation or resolutions of the
board of directors or the shareholders of the Corporation or, to the
knowledge of the Corporation’s Saskatchewan counsel, any
material agreements by which the Corporation is bound;

(G) that this Agreement, the Indenture and the Indenture Supplement,
have each been duly authorized, executed and delivered by the
Corporation and constitute legal, valid and binding obligations of
the Corporation enforceable against the Corporation in accordance
with their respective terms, subject to bankruptcy, insolvency and
other similar laws affecting the rights of creditors generally and the
qualification that equitable remedies may be granted only in the
discretion of a court of competent jurisdiction; however, the
Corporation’s Counsel need not express any opinion as to the
enforceability of the indemnity provisions of paragraph 10, the
contribution provisions of paragraph 11 or the severability
provisions of paragraph 12;

(H) that no authorization, approval, consent or order of, or filing with


any government, governmental agency, regulatory body or court in
Canada is required to be obtained by the Corporation under the
laws of the Province of Saskatchewan or with respect to the federal
laws of Canada applicable therein, except as shall have been
obtained in connection with the valid authorization, issue and sale
of the Purchased Securities;

(I) the Purchased Securities have been duly authorized, executed and
delivered by the Corporation and the global definitive certificates
representing the Purchased Securities delivered to the Underwriters
comply in form and substance with the Indenture, have been
certified by the Trustee and as certified, such Purchased Securities
constitute legal, valid and binding obligations of, and are
– 21 –

enforceable in accordance with their terms, except as enforcement


may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors
generally and except as limited by the application of equitable
principles when equitable remedies are sought;

(J) that the provisions of the Canada Business Corporations Act,


Business Corporations Act (Ontario), the Business Corporations
Act (Alberta) and the Business Corporations Act (British
Columbia) have been complied with by the Corporation in respect
of the issue, certification and delivery of the Purchased Securities;

(K) that the Corporation is a reporting issuer not in default for the
purposes of Canadian Securities Laws;

(L) the statements contained in the Prospectus Supplement under the


caption “Certain Canadian Federal Income Tax Considerations”
constitute an accurate summary of the principal Canadian federal
income tax considerations described therein, subject to the
assumptions, limitations, qualifications and exceptions referred to
therein;

(M) the statements contained in the Prospectus Supplement under the


caption “Eligibility for Investment” constitute an accurate
summary of the matters discussed therein, subject to the
assumptions, limitations, qualifications and exceptions referred to
therein;

(N) No stamp duty, registration or documentary taxes, duties or similar


charges are payable under the federal laws of Canada or the laws
of the Province of Saskatchewan in connection with the creation,
issuance, sale or delivery to the Underwriters of the Notes or the
authorization, execution, delivery and performance of the
Agreement, the Indenture, the Indenture Supplement, the guarantee
of the Notes or the resale of Notes by an Underwriter.

(O) that BNY Trust Company of Canada at its principal offices in the
cities of Calgary and Toronto has been duly appointed as trustee
under the Indenture and as transfer agent for the Purchased
Securities;

(P) that all documents have been filed, all proceedings have been taken
and all approvals, permits, consents and authorizations of the
appropriate regulatory authorities under Canadian Securities Laws
have been obtained by the Corporation to qualify the Purchased
Securities for distribution and sale to the public in each of the
Qualifying Provinces through investment dealers or brokers
registered under the applicable laws of the Qualifying Provinces
who have complied with the relevant provisions of such applicable
– 22 –

laws, however, the Corporation’s Counsel and the Underwriter’s


Counsel need not express any opinion as to whether the Prospectus
constitutes full, true and plain disclosure of all material facts
relating to the Purchased Securities; and

(Q) certain additional matters with respect to the Guarantors, as may be


reasonably agreed upon between the Corporation’s Counsel and
Underwriter’s Counsel.

(ii) The Underwriters shall have received at the Closing Time a legal opinion
of Québec Counsel, in form and substance satisfactory to the
Underwriters, acting reasonably, regarding compliance with the laws of
Québec relating to the use of the French language in connection with the
documents (including the Prospectus and the certificates representing the
Purchased Securities) to be delivered to purchasers in Québec.

(iii) The Underwriters shall have received at the Closing Time a legal opinion
dated the Closing Date from the Underwriters’ Counsel with respect to
certain of the matters in paragraph 8(a). In providing such opinion the
Underwriters’ Counsel shall be entitled to rely on the opinions of local
counsel as to matters governed by the laws of jurisdictions other than the
laws of Canada and Ontario and as to matters of fact, on certificates of the
Corporation’s registrar and transfer agent, public and stock exchange
officials and officers of the Corporation, and the Underwriters’ Counsel
shall be entitled to rely upon the opinion of the Corporation’s Counsel
with respect to the matters in paragraph 8(a) other than clauses 8(a)(i)(L),
(M), (N) and (P).

(iv) The Underwriters shall have received at the Closing Time, an opinion of
U.S. Counsel, dated the Closing Date, in form and substance satisfactory
to the Underwriters, acting reasonably, with respect to the initial resale of
the Purchased Securities by the Underwriters under Rule 144A and the
absence of a requirement to register the Purchased Securities under the
1933 Act or qualify the Indenture under the Trust Indenture Act of 1939,
as amended.

(b) Delivery of Comfort Letter

The Underwriters shall have received at the Closing Time a letter dated the
Closing Date from the Auditors addressed to the Underwriters and the board of
directors of the Corporation, in form and substance satisfactory to the
Underwriters, acting reasonably, confirming the continued accuracy of the
comfort letter to be delivered to the Underwriters pursuant to clause 3(a)(vi) with
such changes as may be necessary to bring the information in such letter forward
to within two Business Days of the Closing Date which changes shall be
acceptable to the Underwriters.

(c) Delivery of Certificates


– 23 –

(i) The Underwriters shall have received at the Closing Time certificates
dated the Closing Date, signed by an appropriate officer of the
Corporation addressed to the Underwriters and their counsel, with respect
to the constating documents of the Corporation, all resolutions of the
board of directors of the Corporation relating to this Agreement, the
Prospectus, the incumbency and specimen signatures of signing officers
and with respect to such other matters as the Underwriters may reasonably
request.

(ii) The Underwriters shall have received at the Closing Time a certificate or
certificates dated the Closing Date and signed on behalf of the Corporation
by the Chief Executive Officer and the Chief Financial Officer of the
Corporation or such other officers of the Corporation acceptable to the
Underwriters, acting reasonably, addressed to the Underwriters certifying
for and on behalf of the Corporation after having made due enquiry and
after having carefully examined the Prospectus, including all Documents
Incorporated by Reference that:

(A) since the respective dates as of which information is given in the


Prospectus Supplement as amended by any Prospectus
Amendment: (X) there has been no material change (actual,
anticipated, contemplated or threatened, whether financial or
otherwise) in the business, affairs, operations, assets, liabilities
(contingent or otherwise) or capital of the Corporation and its
subsidiaries on a consolidated basis; and (Y) no transaction has
been entered into by any of the Corporation or its subsidiaries
which is material to the Corporation and its subsidiaries on a
consolidated basis, other than as disclosed in the Prospectus
Supplement or any Prospectus Amendment, as the case may be;

(B) no order, ruling or determination having the effect of suspending


the sale or ceasing the trading of the Purchased Securities or any
other securities of the Corporation has been issued by any
regulatory authority and is continuing in effect and no proceedings
for that purpose have been instituted or are pending or, to the
knowledge of such officers, contemplated or threatened under any
of the Canadian Securities Laws or by any other regulatory
authority;

(C) the Corporation has duly complied with the terms, conditions and
covenants of this Agreement on its part to be complied with up to
the Closing Time;

(D) the representations and warranties of the Corporation contained in


this Agreement are true and correct as of the Closing Time with the
same force and effect as if made at and as of the Closing Time
after giving effect to the transactions contemplated by this
Agreement; and
– 24 –

(E) such other matters as the Underwriters may reasonably request.

9. Termination Rights

(a) Litigation and Regulatory Out

If any enquiry, action, suit, investigation or other proceeding whether formal or


informal is instituted, threatened or announced or any order is made by any
federal, provincial or other governmental authority in relation to the Corporation,
or there is any change of law, or the interpretation or administration thereof,
which, in the reasonable opinion of the Underwriters or any of them, operates to
prevent or restrict the distribution or trading of the Purchased Securities, any of
the Underwriters shall be entitled, at its option and in accordance with paragraph
9(g), to terminate its obligations under this Agreement by notice to that effect
given to the Corporation at any time prior to the Closing Time.

(b) Material Change or Change in Material Fact

If, prior to the Closing Time, there should occur any material change or a change
in any material fact such as contemplated in paragraph 4(a), which results or, in
the opinion of the Underwriters or any one of them, would be expected to have a
significant adverse effect on the market price or value of the Purchased Securities,
any Underwriter shall be entitled, at its option, in accordance with paragraph 9(g),
to terminate its obligations under this Agreement by written notice to that effect
given to the Corporation at any time prior the Closing Time.

(c) Market Out

If, prior to the Closing Time, the state of financial markets in Canada or elsewhere
where it is planned to market the Purchased Securities is such that, in the
reasonable opinion of the Underwriters (or any of them), the Purchased Securities
cannot be marketed profitably, any Underwriter shall be entitled, at its option, in
accordance with paragraph 9(g), to terminate its obligations under this Agreement
by written notice to that effect given to the Corporation at any time prior to the
Closing Time.

(d) Disaster Out

If, prior to the Closing Time, (i) there should develop, occur or come into effect or
existence any event, action, state, condition or major financial occurrence of
national or international consequence or any law or regulation which in the
opinion of any of the Underwriters seriously adversely affects, or involves, or will
seriously adversely affect, or involve, the financial markets or the business,
operations or affairs of the Corporation and its subsidiaries taken as a whole, (ii)
trading in any securities of the Corporation has been suspended or materially
limited by the Stock Exchange or trading generally on the Stock Exchange has
been suspended or materially limited, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required, by the Stock
Exchange or by order of any of the OSC or the SFSC or any other governmental
– 25 –

authority, or (iii) a banking moratorium has been declared by Canadian


authorities, any Underwriter shall be entitled, at its option, in accordance with
paragraph 9(g), to terminate its obligations under this Agreement by written
notice to that effect given to the Corporation at any time prior to the Closing
Time.

(e) Conditions

The Corporation agrees that all terms and conditions of this Agreement shall be
construed as conditions and complied with so far as they relate to acts to be
performed or caused to be performed by it, that it will use its best efforts to cause
such conditions to be complied with, and that any breach or failure by the
Corporation to comply with any such conditions shall entitle any of the
Underwriters to terminate their obligations to purchase the Purchased Securities
by notice to that effect given to the Corporation at or the Closing Time, unless
otherwise expressly provided in this Agreement. Each Underwriter may waive, in
whole or in part, or extend the time for compliance with, any terms and conditions
without prejudice to its rights in respect of any other of such terms and conditions
or any other or subsequent breach or non-compliance, provided that any such
waiver or extension shall be binding upon an Underwriter only if such waiver or
extension is in writing and signed by the Underwriter.

(f) Ratings Downgrade

If (a) there occurs any adverse change in the ratings assigned to the Purchased
Securities by any of S&P, Moodys or DBRS; or (b) if any of S&P, Moodys or
DBRS shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of the Purchased Securities, and if
in the Underwriter’s opinion, acting reasonably, such change in ratings or
announcement could be reasonably expected to have a significant adverse effect
on the market price or value of the Purchased Securities or any other securities of
the Corporation, any Underwriter shall be entitled, at its option, in accordance
with paragraph 9(g), to terminate its obligations under this Agreement by written
notice to that effect given to the Corporation at any time prior to the Closing
Time.

(g) Exercise of Termination Rights

The rights of termination contained in paragraphs 9(a), (b), (c), (d), (e) and (f)
may be exercised by any of the Underwriters and are in addition to any other
rights or remedies any of the Underwriters may have in respect of any default, act
or failure to act or non-compliance by the Corporation in respect of any of the
matters contemplated by this Agreement or otherwise. In the event of any such
termination, there shall be no further liability on the part of the Underwriters to
the Corporation or on the part of the Corporation to the Underwriters except in
respect of any liability which may have arisen or may arise after such termination
under paragraphs 10, 11 or 13. A notice of termination given by an Underwriter
– 26 –

under paragraphs 9(a), (b), (c), (d), (e) and (f) shall not be binding upon any other
Underwriter.

10. Rights of Indemnity

(a) Indemnity

The Corporation agrees to indemnify and save harmless each of the Underwriters
and each of their affiliates, directors, officers, employees and agents from and
against all liabilities, claims, losses, reasonable costs, damages and reasonable
expenses (including without limitation any legal fees or other expenses reasonably
incurred by such Underwriters in connection with defending or investigating any
of the above but excluding any loss of profits and other consequential damages),
in any way caused by, or arising directly or indirectly from, or in consequence of:

(i) any information or statement (except any statement relating solely to the
Underwriters which has been provided by the Underwriters in writing
specifically for use in the Prospectus or any Prospectus Amendment)
contained in the Prospectus, including all Documents Incorporated by
Reference, or in any certificate of the Corporation delivered under this
Agreement or pursuant to this Agreement which at the time and in the
light of the circumstances under which it was made contains or is alleged
to contain a misrepresentation or an untrue statement of a material fact;

(ii) any omission or alleged omission to state in the Prospectus, including all
Documents Incorporated by Reference, or any certificate of the
Corporation delivered under this Agreement or pursuant to this Agreement
any fact (except any fact relating solely to the Underwriters), whether
material or not, required to be stated in such document or necessary to
make any statement in such document not misleading in light of the
circumstances under which it was made;

(iii) any order made or enquiry, investigation or proceedings commenced or


threatened by any securities commission or other competent authority
based upon any untrue statement or omission or alleged untrue statement
or alleged omission or any misrepresentation or alleged misrepresentation
(except a statement which has been provided by the Underwriters in
writing specifically for use in the Prospectus or any Prospectus
Amendment or omission relating solely to the Underwriters or alleged
untrue statement which has been provided by the Underwriters in writing
specifically for use in the Prospectus or any Prospectus Amendment or
alleged omission relating solely to the Underwriters) in the Prospectus,
including all Documents Incorporated by Reference, or based upon any
failure to comply with the Canadian Securities Laws (other than any
failure or alleged failure to comply by the Underwriters), preventing or
restricting the trading in or the sale or distribution of the Purchased
Securities in any of the Qualifying Provinces;
– 27 –

(iv) the non-compliance or alleged non-compliance by the Corporation with


any of the Canadian Securities Laws or the 1933 Act including the
Corporation’s non-compliance with any statutory requirement to make any
document available for inspection; or

(v) any breach by the Corporation of its representations, warranties, covenants


or obligations to be complied with under this Agreement.

(b) Notification of Claims

If any matter or thing contemplated by paragraph 10(a) (any such matter or thing
being referred to as a “Claim”) is asserted against any person or company in
respect of which indemnification is or might reasonably be considered to be
provided, such person or company (the “Indemnified Party”) will notify the
Corporation as soon as possible of the nature of such Claim (but the omission so
to notify the Corporation of any potential Claim shall not relieve the Corporation
from any liability which it may have to any Indemnified Party and any omission
so to notify the Corporation of any actual Claim shall affect the Corporation’s
liability under this Agreement only to the extent that it is materially prejudiced by
that failure). The Corporation shall assume the defence of any suit brought to
enforce such Claim; provided, however, that

(i) the defence shall be conducted through legal counsel acceptable to the
Indemnified Party, acting reasonably, and

(ii) no settlement of any such Claim or admission of liability may be made by


the Corporation without the prior written consent of the Indemnified Party,
acting reasonably, unless such settlement includes an unconditional
release of the Indemnified Party from all liability arising out of such action
or claim and does not include a statement as to or an admission of fault,
culpability or failure to act, by or on behalf of any Indemnified Party.

(c) Right of Indemnity in Favour of Others

With respect to any Indemnified Party who is not a party to this Agreement, the
Underwriters shall obtain and hold the rights and benefits of this paragraph in
trust for and on behalf of such Indemnified Party.

(d) Retaining Counsel

In any such Claim, the Indemnified Party shall have the right to retain other
counsel to act on his or its behalf, provided that the fees and disbursements of
such counsel shall be paid by the Indemnified Party unless: (i) the Corporation
and the Indemnified Party shall have mutually agreed to the retention of the other
counsel; (ii) the named parties to any such Claim (including any added third or
impleaded party) include both the Indemnified Party and the Corporation and the
representation of both parties by the same counsel would be inappropriate due to
the actual or potential differing interests between them; (iii) the Corporation shall
not have retained counsel within seven (7) Business Days following receipt by the
– 28 –

Corporation of notice of any such claim from the Indemnified Party; or (iv) the
named parties to any such suit or proceeding include both the Indemnified Party
and the Corporation, and the Indemnified Party shall have been advised in writing
by counsel that representation of the Corporation and the Indemnified Party by the
same counsel would be inappropriate as there may be one or more legal defences
available to the Indemnified Party which are different from, in addition to or in
conflict with those available to the Corporation (in which case, if such
Indemnified Party notifies the Corporation in writing that it elects to employ
separate counsel at the expense of the Corporation, the Corporation shall not have
the right to assume the defence of such suit or proceeding on behalf of the
Indemnified Party but shall be liable to pay the reasonable fees and expenses of
counsel for the Indemnified Party).

11. Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which


the indemnity provided in paragraph 10 would otherwise be available in
accordance with its terms but is, for any reason, held to be unavailable to or
unenforceable by the Underwriters or enforceable otherwise than in accordance
with its terms, the Corporation and the Underwriters shall contribute to the
aggregate of all claims, expenses, costs and liabilities and all losses (other than
loss of profits relating to the distribution of the Purchased Securities) of a nature
contemplated by paragraph 10 in such proportions so that the Underwriters are
responsible for the portion represented by the percentage that the aggregate fee
payable by the Corporation to the Underwriters bears to the aggregate offering
price of the Purchased Securities and the Corporation is responsible for the
balance, whether or not they have been sued together or sued separately, provided
however that: (i) the Underwriters shall not in any event be liable to contribute, in
the aggregate, any amounts in excess of such aggregate fee or any portion of such
fee actually received; and (ii) no party who has been determined by a court of
competent jurisdiction in a final judgement that has become non-appealable to
have engaged in any fraud, fraudulent misrepresentation or gross negligence shall
be entitled to claim contribution from any person who has not also been so
determined to have engaged in such fraud, fraudulent misrepresentation or gross
negligence. The Underwriters’ respective obligations to contribute pursuant to
this paragraph 11 are several in proportion to the percentages set forth opposite
their respective names in the Schedule hereto and not joint.

(b) Right of Contribution in Addition to Other Rights

The rights to contribution provided in this paragraph shall be in addition to and


not in derogation of any other right to contribution which the Underwriters or the
Corporation may have by statute or otherwise at law.
– 29 –

(c) Calculation of Contribution

In the event that the Corporation may be held to be entitled to contribution from
the Underwriters under the provisions of any statute or at law, the Corporation
shall be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such
contribution for which the Underwriters are responsible, as determined in
paragraph 11(a), and

(ii) the amount of the aggregate fee actually received by the Underwriters
from the Corporation under this Agreement,

and an Underwriter shall in no event be liable to contribute any amount in excess of such
Underwriter’s portion of the Underwriting Fee actually received from the Corporation under this
Agreement.

(d) Notice

If the Underwriters have reason to believe that a claim for contribution may arise,
they shall give the Corporation notice of such claim in writing, as soon as
reasonably possible, but failure to notify the Corporation shall not relieve the
Corporation of any obligation which it may have to the Underwriters under this
paragraph 11 except to the extent by which the Corporation is prejudiced by such
failure.

(e) Right of Contribution in Favour of Others

With respect to this paragraph, the Corporation acknowledges and agrees that the
Underwriters are contracting on their own behalf and as agents for their affiliates,
directors, officers, employees and agents.

12. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part,


it shall be deemed not to affect or impair the validity of any other provision of this Agreement
and such void or unenforceable provision shall be severable from this Agreement.

13. Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, except as
specifically provided below, all expenses of or incidental to the creation, issue, delivery and
marketing of the Purchased Securities and all expenses of or incidental to all other matters in
connection with the transaction set out in this Agreement shall be borne by the Corporation
directly including, without limitation, fees and expenses payable in connection with the
qualification of the Purchased Securities for distribution to the public, the fees relating to listing
the Purchased Securities on any exchanges, the fees and expenses of the Corporation’s Counsel,
all fees and expenses of local counsel, all fees and expenses of the Auditors, all costs incurred in
connection with the preparation and printing of the Prospectus and certificates representing the
– 30 –

Purchased Securities, and the reimbursement of all reasonable out-of-pocket expenses of the
Underwriters, including without limitation the reasonable fees and disbursements of the
Underwriters’ Counsel and reasonable expenses incurred in connection with the marketing of the
Purchased Securities; provided however that if the purchase and sale of the Purchased Securities
is not completed in accordance with the terms of this Agreement by reason of default of the
Underwriters and the Corporation has complied with this Agreement and is prepared to complete
the purchase and sale under this Agreement, the Corporation shall not be obliged to assume and
pay such expenses of the Underwriters.

14. Rights to Purchase

(a) Obligation of Underwriters to Purchase

The obligation of the Underwriters to purchase the Purchased Securities at the


Closing Time shall be several and not joint and several and shall be limited to the
percentage of the Purchased Securities specified opposite the name of each such
Underwriter in the Schedule.

Subject to paragraph 14(b), if one or more of the Underwriters fails to purchase


their percentage of the Purchased Securities at the Closing Time, then the other
Underwriters shall have the right, but shall not be obligated, to purchase such
Purchased Securities, on a pro rata basis (or on such other basis as they may
agree). In the event that such right is not exercised, the others which are not in
default shall be relieved of all obligations to the Corporation in respect of such
Purchased Securities. Nothing in this paragraph shall oblige the Corporation to
sell to the Underwriters less than all of the Purchased Securities or relieve from
liability to the Corporation any Underwriter which shall be so in default. In the
event of a termination by the Corporation of its obligations under this Agreement,
there shall be no further liability on the part of the Corporation to the
Underwriters except in respect of any liability which may have arisen or may
arise under paragraphs 10, 11 and 13.

(b) Purchases by Other Underwriters

If the amount of the Purchased Securities which the remaining Underwriters wish
to purchase exceeds the amount of the Purchased Securities which would
otherwise have been purchased by an Underwriter which is in default, such
Purchased Securities shall be divided pro rata among the Underwriters desiring to
purchase such Purchased Securities in proportion to the percentage of Purchased
Securities which such Underwriters have agreed to purchase as set out in the
Schedule.

(c) Rights to Purchase of the Other Underwriters

If one or more but not all of the Underwriters shall exercise their right of
termination under paragraph 9 then the others shall have the right, but shall not be
obligated, to purchase all of the percentage of the Purchased Securities, which
would otherwise have been purchased by such Underwriters which have so
exercised their right of termination. If the amount of such Purchased Securities,
– 31 –

which the remaining Underwriters wish, but are not obliged, to purchase exceeds
the amount of such Purchased Securities, which remain available for purchase,
such Purchased Securities, shall be divided pro rata among the Underwriters
desiring to purchase such Purchased Securities, in proportion to the percentage of
Purchased Securities, which such Underwriters have agreed to purchase as set
forth in the Schedule.

(d) Right of Corporation to Terminate

Nothing in this paragraph shall oblige the Corporation to sell to the Underwriters
less than all of the Purchased Securities.

15. Concurrent Offerings

Until the date which is 90 days after the Closing Date, neither the Corporation nor any of its
affiliates will, without the consent of TDSI, whose consent shall not be unreasonably withheld,
issue, agree to issue, or announce an intention to issue any additional Purchased Securities or any
securities convertible into or exchangeable for the Purchased Securities, (except in connection
with the exchange, transfer, conversion or exercise rights of existing outstanding securities or
existing commitments to issue securities).

16. Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Corporation contained in this
Agreement and in any certificate delivered pursuant to this Agreement or in connection with the
purchase and sale of the Purchased Securities shall survive the purchase of the Purchased
Securities and shall continue in full force and effect unaffected by any subsequent disposition of
the Purchased Securities by the Underwriters or the termination of the Underwriters’ obligations
and shall not be limited or prejudiced by any investigation made by or on behalf of the
Underwriters in connection with the preparation of the Prospectus or the distribution of the
Purchased Securities.

17. Time of the Essence

Time shall be of the essence of this Agreement.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of Canada applicable in Ontario.

19. Funds

All funds referred to in this Agreement shall be in Canadian dollars.

20. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be
given under this Agreement (a “notice”) shall be in writing addressed to the Corporation at:
– 32 –

Viterra Inc.
3400-205 5th Avenue SW
Calgary, Alberta
T2P 2V7

Attention: Senior Vice-President, General Counsel and Corporate Secretary


Fax: (403) 718-3834

or if to an Underwriter to the addresses set out in the Schedule or to such other address as any of
the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by fax to the addressee and:

(a) a notice which is personally delivered shall, if delivered on a Business Day, be


deemed to be given and received on that day and, in any other case, be deemed to
be given and received on the first Business Day following the day on which it is
delivered; and

(b) a notice which is sent by fax shall be deemed to be given and received on the first
Business Day following the day on which it is sent.

21. Authority of TDSI

TDSI is hereby authorized by each of the other Underwriters to act on its behalf and the
Corporation shall be entitled to and shall act on any notice given in accordance with paragraph
20 or agreement entered into by or on behalf of the Underwriters by TDSI which represents and
warrants that it has irrevocable authority to bind the Underwriters, except in respect of any
consent to a settlement pursuant to paragraph 10(b) which consent shall be given by the
Indemnified Party, a notice of termination pursuant to paragraph 9 which notice may be given by
any of the Underwriters, or any waiver pursuant to paragraph 9(e), which waiver must be signed
by all of the Underwriters. TDSI shall consult with the other Underwriters concerning any matter
in respect of which it acts as representative of the Underwriters.

22. Counterparts

This Agreement may be executed by any one or more of the parties to this Agreement in any
number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

23. Schedule

The Schedule forms an integral part of this Agreement.

24. Entire Agreement

If the foregoing is in accordance with your understanding and is agreed to by you, please signify
your acceptance by executing the enclosed copies of this letter where indicated below and
returning them to TDSI upon which this letter as so accepted shall constitute an Agreement
among us.
– 33 –

(signature pages follow)


TD SECURITIES INC.

By: (signed) Jonathan Royce


Name: Jonathan Royce
Title: Vice President

RBC DOMINION SECURITIES INC.

By: (signed) Tushar Kittur


Name: Tushar Kittur
Title: Director, Debt Capital Markets

HSBC SECURITIES (CANADA) INC.

By: (signed) Nicole Caty


Name: Nicole Caty
Title: Director

CIBC WORLD MARKETS INC.

By: (signed) Susan Rimmer


Name: Susan Rimmer
Title: Managing Director

J.P. MORGAN SECURITIES CANADA


INC.

By: (signed) Michael Bauer


Name: Michael Bauer
Title: Senior Vice President
MORGAN STANLEY CANADA LIMITED

By: (signed) Dougal Macdonald


Name: Dougal Macdonald
Title: Managing Director

SCOTIA CAPITAL INC.

By: (signed) James Gallant


Name: James Gallant
Title: Director

CITIGROUP GLOBAL MARKETS


CANADA INC.

By: (signed) David Spivak


Name: David Spivak
Title: Managing Director

MERRILL LYNCH CANADA INC.

By: (signed) Jamie Hancock


Name: Jamie Hancock
Title: Director

BMO NESBITT BURNS INC.

By: (signed) Stephen Shapiro


Name: Stephen Shapiro
Title: Managing Director
NATIONAL BANK FINANCIAL INC.

By: (signed) John Carrique


Name: John Carrique
Title: Managing Director

SOCIETE GENERALE SECURITIES INC.

By: (signed) Pierre Matuszewski


Name: Pierre Matuszewski
Title: President

UBS SECURITIES CANADA INC.

By: (signed) Michael Kousaie


Name: Michael Kousaie
Title: Executive Director

By: (signed) David Bain


Name: David Bain
Title: Managing Director
The foregoing offer is accepted and agreed to as of the date first above written.

Yours very truly,

VITERRA INC.

By: (signed) Mayo Schmidt


Name: Mayo Schmidt
Title: President & CEO

By: (signed) Grant Theaker


Name: Grant Theaker
Title: Vice President & Treasurer
EXHIBIT I
“The Notes offered hereby have not been and will not be registered under the 1933 Act or the
securities laws of any state and may not be offered or sold within the United States, or to, or for
the account or benefit of, U.S. persons, except that Notes may be offered or sold to Qualified
Institutional Buyers pursuant to Rule 144A.”

“Each U.S. purchaser hereof will, by its purchase of such Notes, be deemed to have represented
and agreed for the benefit of the Corporation as follows:

(i) it is aware that the Notes have not been and will not be registered under
the 1933 Act and the sale contemplated hereby is being made in reliance
on Rule 144A to Qualified Institutional Buyers;

(ii) it is a Qualified Institutional Buyer as defined in Rule 144A under the U.S.
Securities Act and it is acquiring the Notes for its own account or for the
account of a Qualified Institutional Buyer with respect to which it
exercises sole investment discretion and not with a view to any resale,
distribution or other disposition of the Notes in violation of United States
federal or state securities laws;

(iii) it understands that the Notes are “restricted securities” within the meaning
of Rule 144 under the 1933 Act, and that if it decides to offer, sell or
otherwise transfer such Notes, such Notes may be offered, sold or
otherwise transferred only (A) to the Corporation, (B) outside the United
States in accordance with Rule 904 of Regulation S, (C) inside the United
States in accordance with (x) Rule 144A to a person who the seller
reasonably believes is a Qualified Institutional Buyer that is purchasing for
its own account or for the account of a Qualified Institutional Buyer to
whom notice is given that the offer, sale or transfer is being made in
reliance on Rule 144A or (y) the exemption from registration under the
1933 Act provided by Rule 144, if available; or (D) under an effective
registration statement under the Securities Act; and

(iv) it understands that all Notes sold in the United States as part of this
offering will bear a legend to the following effect:

THE PURCHASED SECURITIES REPRESENTED HEREBY HAVE NOT BEEN


REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH
PURCHASED SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION
THAT SUCH PURCHASED SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE
144A UNDER THE SECURITIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT,
IF AVAILABLE, OR (D) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
“GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
-2-

IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH


WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM BNY TRUST
COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY
EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BNY TRUST COMPANY
OF CANADA AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE
PURCHASED SECURITIES REPRESENTED HEREBY IS BEING MADE IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT;

provided that, if any such Notes are being sold under clause (iii)(B) above and if the Corporation
is a “foreign issuer” within the meaning of Regulation S at the time of sale, the legend may be
removed by providing a declaration to BNY Trust Company of Canada, as registrar and transfer
agent for the Notes, to the following effect (or as the Corporation may from time to time
prescribe):

The undersigned (A) acknowledges that the sale of the Securities, to which this
declaration relates is being made in reliance on Rule 904 of Regulation S under the
United States Securities Act of 1933 (the “1933 Act”) and (B) certifies that (1) it is not an
“affiliate” (as defined in Rule 405 under the 1933 Act) of Viterra Inc., (2) the offer of
such Purchased Securities was not made to a person in the United States and either (a) at
the time the buy order was originated, the buyer was outside the United States, or the
seller and any person acting on its behalf reasonably believe that the buyer was outside
the United States, or (b) the transaction was executed on or through the facilities of the
Toronto Stock Exchange and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States, (3) neither the
seller nor any person acting on its behalf engaged in any directed selling efforts in
connection with the offer and sale of such Purchased Securities, (4) the sale is bona fide
and not for the purpose of ''washing off'' the resale restrictions imposed because the Notes
are ''restricted securities'' (as that term is defined in Rule 144(a)(3) under the 1933 Act),
(5) the seller does not intend to replace the Notes sold in reliance on Rule 904 of
Regulation S with fungible unrestricted securities, and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical compliance
with Regulation S, is part of a plan or scheme to evade the registration provisions of the
1933 Act. Terms used herein have the meanings given to them by Regulation S;

provided, further, that, if any such Purchased Securities are being sold under clause (iii)(C)(y)
above, the legend may be removed by delivery to BNY Trust Company of Canada of an opinion
of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that
such legend is no longer required under applicable requirements of the 1933 Act or state
securities laws.”;

(v) it is authorized to consummate the purchase of the Purchased Securities;

(vi) it acknowledges that it has not purchased the Purchased Securities as a


result of any “general solicitation” or “general advertising” (as those terms
are defined in Regulation D under the 1933 Act), including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media, or broadcast over radio, television
-3-

or the internet, or any seminar or meeting whose attendees have been


invited by general solicitation or general advertising;

(vii) it consents to the Corporation making a notation on its records or giving


instructions to any transfer agent of the Purchased Securities in order to
implement the restrictions on transfer set out and described in paragraph
(iii) above;

(viii) it understands and acknowledges that the Corporation is not obligated to


file and has no present intention of filing with the SEC or with any state
securities administrator any registration statement in respect of resales of
the Purchased Securities in the United States;

(ix) it acknowledges that it has received a copy of the U.S. private placement
memorandum and has been afforded the opportunity to ask such questions
as it deemed necessary of, and to receive answers from, representatives of
the Corporation concerning the terms and conditions of the offering of the
Purchased Securities and to obtain such additional information which the
Corporation possesses or can acquire without unreasonable effort or
expense that is necessary to verify the accuracy and completeness of the
information contained in the U.S. private placement memorandum and
that it considered necessary in connection with its decision to invest in the
Purchased Securities;

(x) it understands and acknowledges that the Corporation (i) is not obligated
to remain a “foreign issuer” within the meaning of Regulation S, (ii) may
not, at the time the Purchased Securities are resold by it or at any other
time, be a foreign issuer, and (iii) may engage in one or more transactions
which could cause the Corporation not to be a foreign issuer; and

(xi) it understands and acknowledges that it is making the representations and


warranties and agreements contained herein with the intent that they may
be relied upon by the Corporation, the Underwriters and each U.S. affiliate
in determining its eligibility or (if applicable) the eligibility of others on
whose behalf it is contracting hereunder to purchase the Purchased
Securities.
EXHIBIT II
UNDERWRITERS’ CERTIFICATE
In connection with the private placement in the United States of Notes due February 16, 2021 of
Viterra Inc. (the “Purchased Securities”) pursuant to the Underwriting Agreement dated February
10, 2011, between Viterra Inc. and the Underwriters named therein (the “Underwriting
Agreement”), the undersigned does hereby certify as follows:

(i) [name of U.S. broker-dealer affiliate] is a duly registered broker or dealer with the
Financial Industry Regulatory Authority, Inc. (“FINRA”) and the United States
Securities and Exchange Commission (the “SEC”) and is in good standing with
FINRA and the SEC on the date hereof;

(ii) all offers and sales of Purchased Securities in the United States have been effected in
accordance with all applicable broker-dealer requirements;

(iii) prior to its confirmation of purchase, each offeree was provided with a copy of the
private placement memorandum, including the Canadian Prospectus Supplement
dated February 10, 2011, and the documents incorporated therein by reference, for
the offering of the Purchased Securities in the United States;

(iv) immediately prior to our transmitting such private placement memorandum to the
offerees, we had reasonable grounds to believe and did believe that each offeree was
a Qualified Institutional Buyer (as defined in Rule 144A) and, on the date hereof, we
continue to believe that each U.S. person purchasing Purchased Securities from us is
a Qualified Institutional Buyer;

(v) no form of general solicitation or general advertising was used by us, including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio or television or the
internet, or any seminar or meeting whose attendees had been invited by general
solicitation or general advertising, in connection with the offer or sale of the
Purchased Securities in the United States or to U.S. persons; and

(vi) the offering of the Purchased Securities in the United States has been conducted by
us in accordance with the Underwriting Agreement.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement.

DATED .

[UNDERWRITER] [U.S. AFFILIATE]

By: By:
Name:  Name: 
Title:  Title: 
SCHEDULE

(to the Underwriting Agreement between the Issuer and the Underwriters dated February 10,
2011)

1. Underwriters % of Securities being Purchased


The Underwriters and their addresses are:

TD Securities Inc. 25%


Ernst &Young Tower
222 Bay Street, 7th Floor
Toronto, Ontario
M5K 1A2

Fax: (416) 982-5045

RBC Dominion Securities Inc. 20%


Royal Bank Plaza, 200 Bay St.
2nd Floor, North Tower
Toronto, Ontario
M5J 2W7

Fax: (416) 842-7777

HSBC Securities (Canada) Inc. 10%


70 York Street, 4th Floor
Toronto, Ontario
M5J 1S9

Fax: (416) 369-9498

CIBC World Markets Inc. 7.5%


161 Bay Street, 5th Floor
Toronto, Ontario
M5J 2S8

Fax: (416) 594-7760

J.P. Morgan Securities Canada Inc. 7.5%


200 Bay Street, Suite 1800
Toronto, Ontario
M5J 2J2

Fax: (416) 981-9278

Morgan Stanley Canada Limited 7.5%


181 Bay Street, Suite 3700
–3–

Toronto, Ontario
M5J 2T3

Fax: (416) 943-8386

Scotia Capital Inc. 7.5%


40 King Street West, 68th Floor
Toronto, Ontario
M5W 2X6

Fax: (416) 863-7527

Citigroup Global Markets Canada Inc. 2.5%


123 Front Street West
Toronto, Ontario
M5J 2M3

Fax: (416) 915-6341

Merrill Lynch Canada Inc. 2.5%


181 Bay Street, Suite 400
Toronto, Ontario
M5J 2V8

Fax: (416) 369-2106

BMO Nesbitt Burns Inc. 2.5%


1 First Canadian Place, 3rd Floor Podium
Toronto, Ontario
M5X 1H3

Fax: (416) 359-1636

National Bank Financial Inc. 2.5%


130 King Street West
4th Floor Podium
Toronto, Ontario
M5M 1J9

Fax: (416) 869-8648

Société Générale Securities Inc. 2.5%


1501 McGill College Ave., Suite 1800
Montreal, Quebec
H3A 3M8

Fax: (514) 847-6257


–4–

UBS Securities Canada Inc. 2.5%


161 Bay Street, Suite 4100
Toronto, Ontario
M5J 2S1

Fax: (416) 364-9296

2. Attributes of the Notes:

Issuer: Viterra Inc.


Description of Notes: $200 million aggregate principal amount of 6.406% senior
unsecured notes due February 16, 2021 of the Corporation
(the “Purchased Securities”)
Size of Offering: $200 million (the “Purchase Price”)

3. Auditors

Deloitte & Touche LLP.

4. Closing

The Closing shall take place at 8:30 a.m. (Toronto time) (the “Closing Time”) on February 15,
2011, or such other date and/or time as the Corporation and the Underwriters may agree upon in
writing or as may be changed in accordance with paragraph 4(c) of the Underwriting Agreement
(the “Closing Date”) but in any event shall take place by March 2, 2011 (the “Latest Closing
Date”). The Closing shall take place at the offices of Torys LLP, Toronto-Dominion Centre,
Toronto, Ontario, or at such other place, as the Underwriters and the Corporation may agree
upon.

5. Counsel

Corporation’s Counsel: Torys LLP

Quebéc Counsel: Ogilvy Renault LLP

U.S. Counsel: Torys LLP

Underwriters’ Counsel: Osler, Hoskin & Harcourt LLP

6. Principal Regulator

The Saskatchewan Financial Services Commission, Securities Division.

7. Prospectus Supplement Qualification Date

The Prospectus Supplement Date means February 10, 2011.


–5–

8. Guarantors

1369570 Alberta Ltd., 1463832 Alberta Ltd., ABB Grain Export Ltd., A.C.N. 137 191 023 Pty
Ltd., AgPro Grain Holdings (US) Inc., Agricore United Holdings Inc., AusMalt Pty Ltd. ACN
096 519 658, Dakota Growers Pasta Company, Inc., Demeter (1993) Inc., DNA Dreamfields
Company, LLC, Joe White Maltings Pty Ltd, Jossco Australia Pty Ltd, Primo Piatto, Inc., TLC
World Pty Ltd, Tomati Property Investments Pty Ltd, Unifeed Hi-Pro Inc., United Grower
Holdings Ltd. ACN 092 780 768, Viterra Asia PTE Limited, Viterra Australia Pty Ltd, Viterra
Europe B.V., Viterra Europe Cooperatie U.A., Viterra Global Finance B.V., Viterra Japan Ltd.,
Viterra Ltd, Viterra (NZ) Ltd., Viterra Operations Ltd, Viterra Packing and Processing Pty Ltd
and Viterra SA.

9. Qualifying Provinces

All of the provinces of Canada.

10. Underwriting Fee

$0.75 per Note. TD Securities Inc. and RBC Dominion Securities Inc. to receive a 10% step-up
portion of the Underwriting Fee in exchange for performing the role of joint bookrunners in
respect of the offering. TD Securities Inc. to receive 80% of the step-up portion and RBC
Dominion Securities Inc. to receive 20% of the step-up portion.